GSW Investor FAQs (for securities which are offered in Germany and Austria)

Status: 5 November 2021

Below information is intended for investors or prospective investors of retail structured products issued by Goldman, Sachs & Co. Wertpapier GmbH and is provided for information purposes only. Only the documents referred to in these FAQs and listed in the Annex below are legally binding.

1) Overview: 

What changes are taking place?

Goldman Sachs (GS) is changing the legal entity it uses to operate its retail structured products (Certificates, Notes and Warrants) programs in its EU markets. Currently GS issues structured products out of Goldman, Sachs & Co. Wertpapier GmbH (GSW), with these products being unconditionally and irrevocably guaranteed by The Goldman Sachs Group, Inc. (GS Group). Going forward GS plans to consolidate this activity into Goldman Sachs Bank Europe SE (GSBE). For this purpose GSW, GSBE and Goldman Sachs International (GSI) have entered into an agreement on 1 October 2021. Subsequent to this beginning in October 2021 the following three key changes have been implemented:

1. GS has started to issue structured products for retail investors out of GSBE and will gradually cease issuing new structured products for retail investors out of GSW.

2. As of 5 November 2021 (24:00h CET), GS will substitute the issuer for the Transferred Securities (as defined below), issued by GSW, replacing GSW with GSBE as the new issuer. 

3. As of 5 November 2021 (24:00h CET), for the Transferred Securities (as defined below) GS will substitute the Calculation Agent, GSBE will take on the role as Calculation Agent, which previously was exercised by GSI.

2) New Products from GSBE:

Will newly issued GSBE products be different to GSW products?

The product characteristics will mainly remain the same. GS will continue to manufacture and to provide market-making activities for GSBE products in the same way as for GSW products. The main difference is the new issuing entity and any characteristics related to this, such as the issuer credit rating, the applicability of bail-in provisions to GSBE as a credit institution as well as the lack of a GS Group guarantee for products newly issued by GSBE. For information on GSBE see Question ‘What is Goldman Sachs Bank Europe SE (GSBE)?’ under 4) below. 

Will I need to do anything different to trade the new GSBE products?

No, you can trade GSBE products via your broker in the same way as you are trading GSW products.

3) Scope of products and process: 

Which products issued by GSW are affected by the transfer?

On 5 November 2021, GSW, GSBE and GSI have published a notice in relation to the substitution of the issuer (the “Transfer Notice”) which lists the relevant outstanding products by ISINs which are to be transferred from GSW to GSBE (the “Transferred Securities”). The Transfer Notice has been published for products which are offered in Germany and Austria on the respective websites indicated in the Annex below.

The Transferred Securities are issued under different base prospectuses approved by the German Federal Financial Supervisory Authority (BaFin), lastly the Base Prospectus for Securities issued in the form of Certificates, Notes or Warrants dated 10 February 2021. 

Are all products included in the transfer?

The list of affected ISINs has been published in the Transfer Notice. Most of the products displayed on the respective websites in relation to securities which are offered in Germany and Austria, www.gs.de and www.gsmarkets.at at the time of the transfer are included in the list of ISINs published in the Transfer Notice. However, the Transfer Notice does not encompass all products issued by GSW which are still outstanding, but rather those products which are publicly distributed in Germany and Austria, in particular warrants and other leveraged products.

When will the transfer take place?

The transfer will become effective at 24:00h CET on the date the Transfer Notice has been published (5 November 2021) (the “Effective Date”).

4) Issuer Substitution:

What is an issuer substitution?

Under the terms and conditions of products issued by GSW (in the Base Prospectus for Securities issued in the form of Certificates, Notes or Warrants dated 10 February 2021 under Section 15 of the General Conditions), GS retains the right to substitute a new issuer on these products. This allows a different legal entity, in this case GSBE as the new issuer, to take over the obligations of GSW.

What does this mean for any Transferred Securities I currently hold that were issued by GSW?

As of the Effective Date, GSBE as the new issuer assumes all obligations of GSW under or in connection with the Transferred Securities, including making any payments due to you and managing the lifecycle of that product.

Who is the Calculation Agent under the Transferred Securities after the Effective Date?

As of the Effective Date of the transfer, GSBE will take on the role as Calculation Agent under the Transferred Securities, which until the Effective Date was exercised by GSI.

Will there be further changes to my product once GSBE becomes the issuer?

The economic terms (e.g. underlier, strike price, ratio) of your product will remain the same. 

Am I indemnified in case additional costs incur in connection with the issuer substitution?

Yes. GSBE has committed itself to indemnify each investor in respect to all taxes, charges, assessments, or fees of public authorities, which are imposed on it as a result of the replacement of GSW with GSBE as the new issuer.

Will I need to do anything as part of this change?

No, this change will happen automatically and you do not need to take any action. Any products you are invested in will continue to function in exactly the same way with GSBE as the new issuer.

Will I have the same credit protection after the substitution of the issuer?

Yes. GSW issued products that were previously benefiting from a GS Group guarantee will also continue to do so in the future. Besides that, as part of the substitution also GSW provides an unconditional and irrevocable transfer guarantee of all obligations of GSBE as the new issuer under the Transferred Securities. This means that if GSBE were to fail to in any of its obligations as issuer, GSW and GS Group would step in and ensure these conditions, including any payments due to the investor, are made. The transfer guarantee provided by GSW has been published on the respective websites indicated in the Annex below.

Will I receive any new documents?

For those Transferred Securities which continue to be publicly offered a new registration document for GSBE and a new base prospectus (the “Repapering Base Prospectus”) have been published and are available on the respective website indicated in the Annex below. The Repapering Base Prospectus contains a list of securities which continue to be publicly offered. Apart from that, you will retain the same documents including the PRIIPs Key Investor Information Document (subject to regular updating).

What is Goldman Sachs Bank Europe SE (GSBE)?

GSBE is a fully licensed credit institution headquartered in Frankfurt, Germany. Within the Single Supervisory Mechanism, GSBE is subject to direct prudential supervision by the European Central Bank (Address: European Central Bank, Sonnemannstraße 20, 60314 Frankfurt am Main, Germany) and in other respects by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht– BaFin, Address: Bundesanstalt für Finanzdienstleistungsaufsicht, Graurheindorfer Str. 108, 53117 Bonn, Germany) and Deutsche Bundesbank (Address: Deutsche Bundesbank, Wilhelm-Epstein-Straße 14, 60431 Frankfurt am Main, Germany). You can find out more about GSBE here: link.

What can I do if I would like more information or I am not satisfied with the issuer substitution?

GS intends all investors to be satisfied with every aspect of their product. Therefore, if you would like to receive additional information please contact us.

Annex: List of documents to be provided in connection with the Transfer of securities which are offered in Germany and Austria

Repapering Base Prospectus dated 3 November 2021

Repapering Basisprospekt (Stand: 3. November 2021)

Transfer Notice dated 5 November 2021

Transfer Notice (Dated 05 November 2021)

GSW Guarantee dated 5 November 2021

GSW Transfer Guarantee (Dated 05 November 2021)